| Wed 15 Dec 2010, 11:53 | | RGT - RGT Smart Market Intelligence Limited - Final Terms and pro forma |
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RGT
RGT
RGT - RGT Smart Market Intelligence Limited - Final Terms and pro forma
financial effects of the specific repurchase of shares from a related party
RGT SMART MARKET INTELLIGENCE LIMITED
Incorporated in the Republic of South Africa)
(Registration number: 2008/014367/06)
Share Code: RGT ISIN: ZAE000143715
("RGT SMART" or "the company")
FINAL TERMS AND PRO FORMA FINANCIAL EFFECTS OF THE SPECIFIC REPURCHASE OF SHARES
FROM A RELATED PARTY
Shareholders are advised that further to the terms announcement published on
SENS on 01 September 2010, the company is pleased to announce the final terms of
the specific repurchase of shares from a related party and pro forma financial
effects.
The final agreement signed in relation to the specific repurchase of shares from
a related party provides that:
RGT SMART will repurchase 37 781 700 ordinary shares from the Kruger Primary
Trust, of which Martin Kruger, a previous employee and director of Republic
Computer Services (Proprietary) Limited trading as Response Group Trendline
(Proprietary) Limited ("RGT"), a major subsidiary of RGT SMART, is a trustee.
This repurchase is accordingly considered to be a repurchase from a related
party and requires the approval of RGT SMART shareholders in general meeting.
The purchase consideration in respect of the repurchase will be at 10 cents per
ordinary share, which payment will be made over a 3 year period in equal monthly
instalments.
The 37 781 700 shares represents approximately 8.4% of the issued share capital
before the repurchase and the repurchased shares will be cancelled and not
retained as treasury shares.
The authorised share capital will remain unchanged, however the number of
authorised but unissued shares available for issue will increase by 37 781 700
ordinary shares and the issued share capital and share premium will reduce by R3
778 170, being the price of the shares repurchased and cancelled.
The Kruger Primary Trust will retain 74 767 352 ordinary shares in RGT SMART
being 17.1% shareholding, of which 56 274 526 ordinary shares are locked up in
terms of paragraph 21.3(g) of the JSE Listings Requirements notwithstanding his
retirement from the RGT board and as an employee of RGT.
The directors of RGT SMART are of the opinion that the specific repurchase is
fair insofar as the shareholders (excluding the related party) of RGT SMART are
concerned and that the board of directors has been so advised by an independent
expert acceptable to the JSE. The fairness opinion will be included in the
circular to shareholders - refer to Documentation below.
SALIENT DATES 2010/2011
Circular and notice of general meeting posted Thursday, 23 December
to RGT SMART shareholders
Forms of proxy for general meeting of Friday, 28 January
shareholders to be received by 10h00 on
General meeting of shareholders to be held at Tuesday, 01 February
10h00 on
General meeting results announcement released Tuesday, 01 February
on SENS on
Submission of the special resolution to CIPRO Wednesday, 02 February
Registration of the special resolution with Friday, 18 February
CIPRO expected by
Delisting of the specific shares from the JSE Tuesday, 22 February
lists with effect from
Notes
1 The above dates and times are subject to change. Any changes will be
released on SENS.
The table below sets out the unaudited pro forma financial effects of the
specific repurchase on RGT SMART`s basic earnings per share, diluted earnings
per share, headline earnings per share, diluted headline earnings per share, net
asset value per share and tangible net asset value per share.
The unaudited pro forma financial effects have been prepared to illustrate the
impact of the specific repurchase on the reported financial information of RGT
SMART for the interim period ended 31 August 2010, had the specific repurchase
occurred on 1 September 2009 for income statement purposes and on 31 August 2010
for balance sheet purposes. The pro forma financial effects have been prepared
using accounting policies that comply with IFRS and that are consistent with
those applied in the audited results of RGT SMART for the twelve months ended 28
February 2010.
The unaudited pro forma financial effects set out below are the responsibility
of RGT SMART`s directors and have been prepared for illustrative purposes only
and because of their nature may not fairly present financial position, changes
in equity, results of operations or cashflows of RGT SMART after the
transaction.
Before 1 After specific Change (%)
repurchase 3,4
Earnings per share (cents) 0.46 0.51 10%
Diluted earnings per share (cents) 0.46 0.51 10%
Headline earnings per share (cents) 0.46 0.50 8%
Diluted headline earnings per share 0.46 0.50 8%
(cents)
Net asset value per share (cents) 4.15 3.71 (12%)
Tangible net asset value per share (1.51) (2.54) 41%
(cents)
Weighted average number of 390 518 352 736 (11%)
shares in issue (`000)
Number of shares in issue 400 018 362 236 (10%)
(`000)
Notes:
1 The "Before" financial information is based on RGT SMART`s unaudited,
published, consolidated interim results for the period ended 31 August
2010.
2 The "After specific repurchase" assumes for the purposes of earnings per
share, diluted earnings per share, headline earnings per share and diluted
headline earnings per share:
* Notional finance costs in respect of the three year, interest free
loan from the Kruger Primary Trust ("Kruger Primary Trust loan"),
calculated at 10.05% being the rate payable by RGT SMART on bank
borrowings, this rate is based on the average prime rate for the
period, and the related tax effect. The payment of finance costs is
expected to be of a continuing nature for the duration of the Kruger
Primary Trust loan;
* The reversal of the salary paid to Martin Kruger for the period 1
March 2010 to 31 August 2010 amounting to R531 000 which has been
treated as an initial payment of the Kruger Primary Trust loan on
initial recognition ("initial payment").
* The transaction costs relating to the transaction amounting to R275
000. These expenses will not have a continuing effect on RGT SMART`s
financial results.
3 The "After specific repurchase" assumes for the purposes of net asset value
and net tangible asset value per share:
* The reduction in share capital and share premium amounting to R3.8
million due to the specific repurchase of 37 781 700 shares by RGT
SMART from the Kruger Primary Trust at 10 cents per share.
* The raising of the Kruger Primary Trust loan at fair value (amounting
to R3.2 million) being the fair value of the expected future cash
flows, discounted using the average prime interest rate for the period
ended 31 August 2010 of 10.05% less the capital portion of the initial
payment amounting to R359 000.
* The raising in equity of the shareholders contribution amounting to
the notional finance costs over the duration of the Kruger Primary
Trust loan as a result of the interest free loan amounting to R580
000.
* The raising of the retained income effect of the reversal of the
salary paid to Martin Kruger amounting to R531 000, the notional
interest relating to the initial payment amounting to R171 000 and the
payment of the transaction costs amounting to R275 000.
DOCUMENTATION
A circular to shareholders is in the process of being finalised and will be
distributed to shareholders in due course.
Johannesburg
15 December 2010
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
(Registration number 2006/033725/07)
Date: 15/12/2010 11:53:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
